Common use of Consideration Shares Clause in Contracts

Consideration Shares. 7.3.1. The SELLER acknowledges that for a period of one year following the CLOSING (the "DISTRIBUTION COMPLIANCE PERIOD"), the SELLER shall not (a) engage in any activity for the purpose of, or which may reasonably be expected to have the effect of, conditioning the market in the United States for the CONSIDERATION SHARES or (b) unless such CONSIDERATION SHARES are registered under the SECURITIES ACT or an exemption from the registration requirements of the SECURITIES ACT is available, offer, sell or transfer the CONSIDERATION SHARES in the United States or to, or for the account or benefit of, a U.S. person. The SELLER understands that the CONSIDERATION SHARES or any interest therein are only transferable on the books and records of the transfer agent and registrar of ENTRUST. The SELLER further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of the CONSIDERATION SHARES except in accordance with the provisions of REGULATION S, pursuant to registration under the SECURITIES ACT or pursuant to an available exemption from registration, and that ENTRUST may place stop transfer orders with its transfer agent with respect to certificates representing CONSIDERATION SHARES. 7.3.2. Unless the CONSIDERATION SHARES shall first have been registered under the SECURITIES ACT, any proposed offer, sale or transfer during the DISTRIBUTION COMPLIANCE PERIOD of any of the CONSIDERATION SHARES shall be subject to the condition that the SELLER must deliver to ENTRUST; (a) written certification that neither record nor beneficial ownership of the CONSIDERATION SHARES has been offered or sold in the United States or to, or for the account or benefit of, any U.S. person; (b) a written certification of the proposed transferee that such transferee (or any account for which such transferee is acquiring such CONSIDERATION SHARES) is not a U.S. person, that such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account (or an account over which he or she has investment discretion) and that such transferee is knowledgeable of and agrees to be bound by the restrictions on re-sale set forth in this Agreement and REGULATION S during the DISTRIBUTION COMPLIANCE PERIOD, and (c) a written opinion of United States counsel, in form and substance reasonably satisfactory to ENTRUST, to the effect that the offer, sale and transfer of such CONSIDERATION SHARES are exempt from registration under the SECURITIES ACT. Any CONSIDERATION SHARES offered, sold or transferred during the DISTRIBUTION COMPLIANCE PERIOD in accordance with the foregoing restrictions will continue to be deemed "restricted securities" under Rule 144 of the SECURITIES ACT, notwithstanding that they were acquired in a resale transaction made pursuant to Rules 901 or 904 of REGULATION S.

Consideration Shares. 7.3.1. The SELLER acknowledges that for a period of one year following the CLOSING (the "DISTRIBUTION COMPLIANCE PERIOD"), the SELLER shall not (a) engage in any activity for the purpose of, or which may reasonably be expected to have the effect of, conditioning the market in the United States for the CONSIDERATION SHARES or (b) -32- Share Purchase Agreement -------------------------------------------------------------------------------- unless such CONSIDERATION SHARES are registered under the SECURITIES ACT or an exemption from the registration requirements of the SECURITIES ACT is available, offer, sell or transfer the CONSIDERATION SHARES in the United States or to, or for the account or benefit of, a U.S. person. The SELLER understands that the CONSIDERATION SHARES or any interest therein are only transferable on the books and records of the transfer agent and registrar of ENTRUST. The SELLER further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of the CONSIDERATION SHARES except in accordance with the provisions of REGULATION S, pursuant to registration under the SECURITIES ACT or pursuant to an available exemption from registration, and that ENTRUST may place stop transfer orders with its transfer agent with respect to certificates representing CONSIDERATION SHARES. 7.3.2. Unless the CONSIDERATION SHARES shall first have been registered under the SECURITIES ACT, any proposed offer, sale or transfer during the DISTRIBUTION COMPLIANCE PERIOD of any of the CONSIDERATION SHARES shall be subject to the condition that the SELLER must deliver to ENTRUST; (a) a written certification that neither record nor beneficial ownership of the CONSIDERATION SHARES has been offered or sold in the United States or to, or for the account or benefit of, any U.S. person; (b) a written certification of the proposed transferee that such transferee (or any account for which such transferee is acquiring such CONSIDERATION SHARES) is not a U.S. person, that such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account (or an account over which he or she has investment discretion) and that such transferee is knowledgeable of and agrees to be bound by the restrictions on re-sale set forth in this Agreement and REGULATION S during the DISTRIBUTION COMPLIANCE PERIOD, and (c) a written opinion of United States counsel, in form and substance reasonably satisfactory to ENTRUST, to the effect that the offer, sale and transfer of such CONSIDERATION SHARES are exempt from registration under the SECURITIES ACT. Any CONSIDERATION SHARES offered, sold or transferred during the DISTRIBUTION COMPLIANCE PERIOD in accordance with the foregoing restrictions will continue to be deemed "restricted securities" under Rule 144 of the SECURITIES ACT, notwithstanding that they were acquired in a resale transaction made pursuant to Rules 901 or 904 of REGULATION S.

Consideration Shares. 7.3.1. The SELLER acknowledges that for a period of one year following the CLOSING (the "DISTRIBUTION COMPLIANCE PERIOD"), the SELLER shall not (a) engage in any activity for The Consideration Shares constitute “restricted securities” under the purpose of, Securities Act and may not be transferred absent registration under the Securities Act or which may reasonably an exemption therefrom. Any such transfer shall be expected subject to have the effect of, conditioning the market in the United States for the CONSIDERATION SHARES or compliance with applicable state securities Laws. (b) unless such CONSIDERATION SHARES are registered under Member undertakes not to conduct any short selling, enter into any equity swaps or any similar arrangements having an effect on the SECURITIES ACT or an exemption price of Parent’s securities on market place from the registration requirements date of this Agreement until and including the Closing Date. To ensure compliance with the restrictions imposed by this Agreement, Parent may issue appropriate “stop-transfer” instructions to its transfer agent. Parent shall not be required (i) to transfer on its books any Consideration Shares that have been sold or otherwise transferred in violation of any of the SECURITIES ACT is available, offer, sell provisions of this Agreement or transfer the CONSIDERATION SHARES in the United States or to(ii) to treat as owner of such Consideration Shares, or for to accord the account right to vote or benefit ofpay dividends, a U.S. person. The SELLER understands that the CONSIDERATION SHARES to any purchaser or other transferee to whom such Consideration Shares has been purportedly so transferred. (c) Each book-entry security entitlement representing any Consideration Shares (or any interest therein are only transferable on other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event) issued to or held by the books and records of the transfer agent and registrar of ENTRUST. The SELLER further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of the CONSIDERATION SHARES except Member in accordance with the provisions of REGULATION Sterms hereof shall bear the following legends (or substantially similar legends, pursuant in addition to registration under any other legends required by law, the Parent’s Organizational Documents or any other agreement to which the Member is a party): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT or pursuant to an available exemption from registrationOF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” “THE SECURITIES MAY NOT BE USED IN HEDGING TRANSACTIONS UNLESS IN COMPLIANCE WITH THE ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE OR IN ACCORDANCE WITH REGULATION S OF THE ACT.” (d) Notwithstanding the foregoing, and that ENTRUST may place stop transfer orders with its transfer agent with respect to certificates representing CONSIDERATION SHARES. 7.3.2. Unless the CONSIDERATION SHARES shall first have been registered under the SECURITIES ACT, any proposed offer, sale or transfer during the DISTRIBUTION COMPLIANCE PERIOD of any of the CONSIDERATION SHARES shall be subject to the condition that the SELLER must deliver to ENTRUST; (a) written certification that neither record nor beneficial ownership of the CONSIDERATION SHARES has been offered or sold in the United States or to, or for the account or benefit of, any U.S. person; (b) a written certification of the proposed transferee that such transferee (or any account for which such transferee is acquiring such CONSIDERATION SHARES) is not a U.S. person, that such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account (or an account over which he or she has investment discretion) and that such transferee is knowledgeable of and agrees to be bound by the further restrictions on re-sale set forth in this Agreement Section 2.4(g) and REGULATION S during Section 6.16, Member may transfer Consideration Shares in a transaction that does not constitute a sale under Rule 144(i) to an Affiliate of Member or (ii) to any one or more partners, stockholders or members of the DISTRIBUTION COMPLIANCE PERIODMember; provided, and however, that (cA) a Member shall give Parent written opinion notice prior to the time of United States counselsuch transfer stating the name and address of the transferee and identifying the shares being transferred to the transferee, and (B) if reasonably requested by Parent, such transferee shall agree in writing, in form and substance reasonably satisfactory to ENTRUSTParent, to be bound by the effect that the offer, sale provisions of this Section 2.9 and Section 6.16. Any such transfer of such CONSIDERATION SHARES are exempt from registration under the SECURITIES ACT. Any CONSIDERATION SHARES offered, sold or transferred during the DISTRIBUTION COMPLIANCE PERIOD in accordance with the foregoing restrictions will continue to be deemed "restricted securities" under Rule 144 of the SECURITIES ACT, notwithstanding that they were acquired in a resale transaction made shares pursuant to Rules 901 or 904 this Section 2.9(d) is referred to as a “Permitted Transfer,” and any such transferee of REGULATION S.shares pursuant to this Section 2.9(d) is referred to herein as a “Permitted Transferee.”

Consideration Shares. 7.3.121.1. The SELLER acknowledges that for a period of one year following the CLOSING (the "DISTRIBUTION COMPLIANCE PERIOD"), the SELLER shall not (a) engage in any activity for the purpose of, or which may reasonably be expected to have the effect of, conditioning the market in the United States for the CONSIDERATION SHARES or (b) unless such CONSIDERATION SHARES are registered under the SECURITIES ACT or an exemption from the registration requirements of the SECURITIES ACT is available, offer, sell or transfer the CONSIDERATION SHARES in the United States or to, or for the account or benefit of, a U.S. person. The SELLER US Business Vendor understands that the CONSIDERATION SHARES or any interest therein are only transferable on the books and records issuance of the transfer agent and registrar of ENTRUST. The SELLER further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of Consideration Shares by the CONSIDERATION SHARES except in accordance with the provisions of REGULATION S, pursuant to registration under the SECURITIES ACT or pursuant to an available exemption from registration, and that ENTRUST may place stop transfer orders with its transfer agent with respect to certificates representing CONSIDERATION SHARES. 7.3.2. Unless the CONSIDERATION SHARES shall first have been registered under the SECURITIES ACT, any proposed offer, sale or transfer during the DISTRIBUTION COMPLIANCE PERIOD of any of the CONSIDERATION SHARES shall be subject Purchaser to the condition that the SELLER must deliver to ENTRUST; (a) written certification that neither record nor beneficial ownership of the CONSIDERATION SHARES has been offered or sold in the United States or to, or for the account or benefit of, any U.S. person; (b) a written certification of the proposed transferee that such transferee (or any account for which such transferee US Business Vendor is acquiring such CONSIDERATION SHARES) is not a U.S. person, that such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account (or an account over which he or she has investment discretion) and that such transferee is knowledgeable of and agrees intended to be bound by the restrictions on re-sale set forth in this Agreement and REGULATION S during the DISTRIBUTION COMPLIANCE PERIOD, and (c) a written opinion of United States counsel, in form and substance reasonably satisfactory to ENTRUST, to the effect that the offer, sale and transfer of such CONSIDERATION SHARES are exempt from registration under the SECURITIES ACTSecurities Act pursuant to section 4(2) thereof. 21.2. The US Business Vendor (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Consideration Shares and is capable of bearing the economic risks of such investment. 21.3. The US Business Vendor is acquiring the Consideration Shares for its own account (or for accounts over which it exercises investment authority), and not with a view to the public resale or distribution thereof, in violation of any securities law. 21.4. The US Business Vendor understands that the Consideration Shares will be issued in a transaction exempt from the registration or qualification ---------------------------- SCHEDULE 4 - Warranties ---------------------------- requirements of the Securities Act and applicable US state securities laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and such laws or is exempt from such registration or qualification. 21.5. The US Business Vendor can bear the economic risk of (i) an investment in the Consideration Shares indefinitely and (ii) a total loss in respect of such investment, and has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of and form an investment decision with respect to its investment in the Consideration Shares and to protect its own interest in connection with such investment. ---------------------------- SCHEDULE 4 - Warranties ---------------------------- SCHEDULE 5 - Limitations 1. The Principal Vendor's and the UK Business Vendor's liability in respect of any claim under the Warranties shall be limited as follows: 1.1 the Principal Vendor and the UK Business Vendor shall have no liability for any breach of any of the Warranties (other than a Specified Warranty), unless the amount of such claim (excluding the Purchaser's own interest, costs and expenses of enforcing the claim against the Principal Vendor or the UK Business Vendor) when aggregated with other like claims based on the same or a series of related facts (including any such claims under the Tax Deed) exceeds US$100,000; 1.2 the Principal Vendor and the UK Business Vendor shall have no liability for any breach of any of the Warranties (other than a Specified Warranty) until the aggregate liability for all claims (other than those excluded by paragraph 1.1 and excluding the Purchaser's own interest, costs and expenses enforcing such claims against the Principal Vendor or the UK Business Vendor) shall equal or exceed US$2.25 million in which case the Principal Vendor and the UK Business Vendor shall be liable for the whole amount and not merely the excess over US$2.25 million; 1.3 the Principal Vendor and the UK Business Vendor shall not be liable for any breach of the Warranties (other than the Tax Warranties and the Environmental Warranties) unless a written claim has been made by the Purchaser to the Principal Vendor and the UK Business Vendor giving notice as described in paragraph 10 of this Schedule 5 of the relevant facts and the Warranty or Warranties which are alleged to have been breached on or before 31st December 2005; 1.4 the Principal Vendor and the UK Business Vendor shall not be liable in respect of a breach of any of the Environmental Warranties unless a written claim has been made by the Purchaser to the Principal Vendor and the UK Business Vendor giving notice as described in paragraph 10 of this Schedule 5 of the relevant facts and the Warranty or Warranties which are alleged to have been breached on or before31st March 2008; and 1.5 the Principal Vendor and the UK Business Vendor shall not be liable in respect of a breach of any of the Tax Warranties unless a written claim has been made by the Purchaser to the Principal Vendor and the UK Business Vendor giving notice as described in paragraph 10 of this Schedule 5 of the relevant facts and the Warranty or Warranties which are alleged to have been breached on or before 31st March 2009, provided however that for the purposes only of determining the Principal Vendor's and the UK Business Vendor liability in respect of any breach of the Warranties (other than the Specified Warranties), but for the avoidance of doubt not for the purpose of determining whether there has been a breach of such Warranty on its terms, the Warranties shall be deemed not to be qualified by any references therein to materiality. --------------------------------- SCHEDULE 5 - Limitations --------------------------------- 2. Subject to paragraph 13, the maximum aggregate liability of the Vendors for all claims under this Agreement (other than claims for breach of the Specified Warranties) or the documents in the Agreed Form ▇▇▇, ▇▇▇▇, AF13 (other than AF13A and AF13B), AF15A and the Local Agreements shall not exceed 50 per cent of the Purchase Price. 3. Any CONSIDERATION SHARES offeredclaim for breach of Warranties which is made within the time limits specified above shall, sold unless previously satisfied, settled or transferred during withdrawn, be deemed to be withdrawn and no longer enforceable unless legal proceedings in respect thereof are commenced by validly issuing and serving legal process within one year of the DISTRIBUTION COMPLIANCE PERIOD making of such claim provided that in respect of claims in respect of losses which remain contingent, the relevant time limit under this paragraph 3 shall be one year after such contingency crystallises. 4. The Principal Vendor and the UK Business Vendor shall not be liable in respect of any claim under the Warranties, except for claims under the Specified Warranties, to the extent that such claim would not have arisen but for a change or changes in law, rules, regulation or published administrative practice of any government, governmental department agency or regulatory body or legislation (whether relating to rates or imposition of Tax or otherwise) made after the date of this Agreement. 5. The Principal Vendor and the UK Business Vendor shall not be liable under the Warranties: 5.1 to the extent that such claim would not have arisen but for or is exacerbated by any voluntary act, omission, transaction or arrangement of the Purchaser or the Purchaser's Group or, after the Completion Date, any Target Company outside the ordinary course of trading; 5.2 to the extent that such claim would not have arisen but for or is increased by any change in practices or policies of the Target Companies in respect of Taxation after Completion other than one made to comply with standard Tax practices and policies existing at Completion; 5.3 if and to the extent that such claim would not have arisen but for or is increased by a change of accounting policy, bases or practice of any the Operations after Completion (other than ones effected in order to comply with accounting standards or practices applicable at Completion); 5.4 to the extent that the claim relates to any losses covered under a policy of insurance in force for the benefit of the Purchaser, the Purchaser's Group or any Target Company; 5.5 to the extent that the claim arises or is increased as a consequence of the failure of the Purchaser to comply with or to procure the compliance of any Local Purchaser or Target Company with their respective obligations under this Agreement or to act or procure action in accordance with the foregoing restrictions will continue reasonable instructions of the Principal Vendor or --------------------------------- SCHEDULE 5 - Limitations --------------------------------- its authorised representative under Clause 8 (Claims Procedure) in respect of that claim; 5.6 to the extent the matter giving rise to the claim for breach of Warranty was provided for or accrued in the 2003 Accounts or the Completion Working Capital Statement; or 5.7 to the extent such claim arises or is increased as a result of in relation to Taxation any withdrawal of a claim, election, surrender or disclaimer made, or notice or consent in relation to Taxation given after Completion. 6. The Principal Vendor and the UK Business Vendor shall not be liable under the Warranties to the extent the circumstances giving rise to or representing the breach of Warranty were fairly disclosed in or by the Disclosure Letter or the documents attached to or incorporated by reference in the Disclosure Letter. 7. If in respect of any claim under the Warranties the losses of the Purchaser or the Purchaser's Group are contingent only, the Principal Vendor and the UK Business Vendor shall not be under any obligation to make any payment to the Purchaser until such time as the contingent losses cease to be deemed "restricted securities" under Rule 144 contingent and become actual provided always that this paragraph is without prejudice to the ability of the SECURITIES ACTPurchaser to notify the claim. 8. For the avoidance of doubt the amount of any claim for breach of the Warranties shall take into account the amount of any Relief (as defined in the Tax Deed) and any other corresponding saving or net benefit enjoyed by the Purchaser or the Purchaser's Group. 9. The Purchaser and the Local Purchasers taken together shall not be entitled to recover from the Principal Vendor (or any other Vendor) under this Agreement or the documents to be entered into pursuant to this Agreement more than once in respect of the same losses, notwithstanding and accordingly the Principal Vendor and any other Vendor shall not be liable under any one such document if and to the extent that the losses are or have been recovered under another such document. 10. As soon as reasonably practicable after a member of the Purchaser's Group becomes aware of any matter which may give rise to a claim against the Principal Vendor or the UK Business Vendor for breach of Warranty, the Purchaser shall give written notice of such matter to the Principal Vendor and the UK Business Vendor and shall (then and from time to time) take reasonable steps to provide to the Principal Vendor and the UK Business Vendor all such information as may be in its possession or under its control which is relevant to the determination of the Principal Vendor's or the UK Business Vendor's liability for such matter provided that any failure to give such timely notice or information shall not affect the rights of the Purchaser or any member of the Purchaser's Group except to the extent the Principal Vendor or the UK Business Vendor is prejudiced by such failure. 11. If the Purchaser has alleged that a breach of any of the Warranties has occurred then to the extent that such breach or the effects of such breach are capable of being remedied, the Principal Vendor and the UK Business Vendor shall be --------------------------------- SCHEDULE 5 - Limitations --------------------------------- afforded an opportunity to effect such remedy within 30 days of its receipt of written notice from the Purchaser of such alleged breach. 12. Notwithstanding any other provision of this Agreement, the Purchaser acknowledges that neither the Principal Vendor nor any other member of the Vendors' Group nor any of their directors, employees, representatives, agents or advisers have given (nor shall they were acquired be liable in respect of) any warranty, assurance, representation, undertaking or covenant relating to any budget or forecast of the financial or trading position of the Operations after the date of this Agreement or the Completion. 13. Nothing in this Schedule shall operate to limit the liability of any Vendor (or the remedies available to the Purchaser) in respect of a resale transaction fraudulent act or fraudulent misrepresentation by any such Vendor. --------------------------------- SCHEDULE 5 - Limitations --------------------------------- SCHEDULE 6 - ANCILLARY AGREEMENTS The following agreements are the Ancillary Agreements to be executed and delivered by the relevant parties at Completion. The Transitional IT Services Agreement is to be signed simultaneously with this Agreement and accordingly will not be an "Ancillary Agreement" solely for the purposes of the deliveries to be made pursuant to Rules 901 or 904 of REGULATION S.Schedule 9.

Consideration Shares. 7.3.1In consideration for the sale, assignment, transfer and delivery of all of the Acquired Assets (other than the Inventory), at the Closing referred to in Section 4 hereof, the Buyer will issue to Seller a share certificate representing 285,000 Ordinary Shares, of Buyer, par value NIS 4.00 each, (the "CONSIDERATION SHARES") free and clear from any claims, liens, charges, pledges, security interests, encumbrances and any third party rights. The SELLER acknowledges that In addition to the consideration under Section 3.2 below, the issuance of said shares to the Seller shall be the sole consideration, monetary or otherwise, to be paid by the Buyer and/or to which the Seller may be entitled in connection with the transactions contemplated in this Agreement. Upon the consummation of the Closing, the Seller shall have no rights, of any nature, relating to or in connection with the Business and/or the Buyer, other than its holdings of the Consideration Shares and the rights attached to the Consideration Shares, as set out in the Buyer corporate documents. Notwithstanding the said, Seller shall be granted at the Closing a non revocable, free of any charge license to use the name Quasar Communication Systems Ltd. for the purposes of securing Seller's rights with respect to the Business and Acquired Assets accrued up and until the Closing Date and/or for the purposes of any legal proceedings to which the Seller is a party to on the Closing Date. Subject to the terms and restrictions specified herein, the Consideration Shares will be subject to an absolute "lock-up" for a period of one year following the CLOSING (Closing. Notwithstanding the "DISTRIBUTION COMPLIANCE PERIOD")above and subject to any applicable law, the SELLER shall not (a) engage in any activity for the purpose of, or which may reasonably Seller will be expected entitled to have the effect of, conditioning the market in the United States for the CONSIDERATION SHARES or (b) unless such CONSIDERATION SHARES are registered under the SECURITIES ACT or an exemption from the registration requirements of the SECURITIES ACT is available, offer, sell or transfer the CONSIDERATION SHARES in the United States or to, or for the account or benefit of, a U.S. person. The SELLER understands that the CONSIDERATION SHARES Consideration Shares or any interest therein are only transferable on the books and records part thereof to any of the transfer agent and registrar of ENTRUST. The SELLER further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of the CONSIDERATION SHARES except in accordance with the provisions of REGULATION S, pursuant to registration under the SECURITIES ACT or pursuant to an available exemption from registration, and that ENTRUST may place stop transfer orders with its transfer agent with respect to certificates representing CONSIDERATION SHARES. 7.3.2. Unless the CONSIDERATION SHARES shall first have been registered under the SECURITIES ACT, any proposed offer, sale or transfer Seller's currently existing shareholders during the DISTRIBUTION COMPLIANCE PERIOD lock - up period provided that each transferee of any of the CONSIDERATION SHARES said Consideration Shares shall be subject to abovementioned lock-up provision and shall confirm in writing that he undertakes to comply with such restriction for the condition said one year period following the Closing. Furthermore, Seller and Seller's currently existing shareholders will be entitled to pledge the Consideration Shares or any part thereof to their creditor banks, provided that the SELLER must deliver each creditor bank will be subject to ENTRUST; (a) written certification all restrictions and lock up period and provided rurther that neither record nor beneficial ownership upon receipt of the CONSIDERATION SHARES has been offered or sold in Consideration Shares by Seller, Seller undertake to pledge the United States or to, or for the account or benefit of, any U.S. person; (b) a written certification of the proposed transferee that such transferee (or any account for which such transferee is acquiring such CONSIDERATION SHARES) is not a U.S. person, that such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account (or an account over which he or she has investment discretion) and that such transferee is knowledgeable of and agrees Consideration Shares to be bound by the restrictions on re-sale set forth in this Agreement and REGULATION S during the DISTRIBUTION COMPLIANCE PERIOD, and (c) a written opinion of United States counsel, in form and substance reasonably satisfactory to ENTRUST, Bank Leumi subject to the effect that the offer, sale and transfer lifting of such CONSIDERATION SHARES are exempt from registration its floating charge on Seller's assets. The lock-up under the SECURITIES ACT. Any CONSIDERATION SHARES offered, sold or transferred during the DISTRIBUTION COMPLIANCE PERIOD this agreement is in accordance with the foregoing restrictions will continue addition to be deemed "restricted securities" under Rule 144 any restriction applied by operation of the SECURITIES ACT, notwithstanding that they were acquired in a resale transaction made pursuant to Rules 901 or 904 of REGULATION S.law.

Consideration Shares. 7.3.1. The SELLER acknowledges that for a period of one year following the CLOSING (the "DISTRIBUTION COMPLIANCE PERIOD"), the SELLER shall not (a) engage in any activity for the purpose of, or which may reasonably be expected to have the effect of, conditioning the market in the United States for the CONSIDERATION SHARES or (b) unless such CONSIDERATION SHARES are registered under the SECURITIES ACT or an exemption from the registration requirements of the SECURITIES ACT is available, offer, sell or transfer the CONSIDERATION SHARES in the United States or to, or for the account or benefit of, a U.S. person. The SELLER understands that the CONSIDERATION SHARES or any interest therein are only transferable on the books and records of the transfer agent and registrar of ENTRUST. The SELLER further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of the CONSIDERATION SHARES except in accordance with the provisions of REGULATION S, pursuant to registration under the SECURITIES ACT or pursuant to an available exemption from registration, and that ENTRUST may place stop transfer orders with its transfer agent with respect to certificates representing CONSIDERATION SHARES. 7.3.2. Unless the CONSIDERATION SHARES shall first have been registered under the SECURITIES ACT, any proposed offer, sale or transfer during the DISTRIBUTION COMPLIANCE PERIOD of any of the CONSIDERATION SHARES shall be subject to the condition that the SELLER must deliver to ENTRUST;‌ (a) The Vendor agrees that, during the period beginning on the Closing Date and ending on the date that is 12 months following the Closing Date (the “Lock-Up Period”), it will not, directly or indirectly, without the prior written certification that neither record nor beneficial ownership consent of the CONSIDERATION SHARES has been offered Purchaser, acting reasonably, sell, offer to sell, contract to offer or sold in sell, grant any option, right or warrant for the United States or tosale of, or for otherwise lend, hypothecate, secure, pledge, transfer, assign or dispose of any Consideration Shares, whether through the account facilities of a stock exchange, in a public offering or benefit ofby way of private placement or otherwise, or agree to do any U.S. person;of the foregoing or publicly announce any intention to do any of the foregoing.‌ (b) a written certification During the Lock-Up Period, the Vendor authorizes the Purchaser to cause any transfer agent for the Purchaser Shares to decline to transfer and to note stop transfer restrictions on the share registers and other records relating to the Consideration Shares. (c) Subject to compliance with Section 7.18(a) during the Lock-Up Period, the Vendor agrees, during the period beginning on the Closing Date and ending on the date that is 36 months following the Closing Date, if it wishes to sell, transfer or assign any or all of the proposed transferee that such transferee Consideration Shares (each, a “Proposed Sale”), then:‌ (i) prior to conducting any sales, transfers or assignments of Consideration Shares or any account marketing efforts to sell, transfer or assign any Consideration Shares, the Vendor shall give written notice to the Purchaser of the Proposed Sale (the “Proposed Sale Notice”), which Proposed Sale Notice shall contain the minimum per Consideration Share sale price (which, for which certainty, may be made with reference to the market price of the Purchaser Shares at the time), the total number of Consideration Shares proposed to be sold, transferred or assigned pursuant to the Proposed Sale and any other relevant terms and conditions with respect to the sale of such transferee Consideration Shares; (ii) the Purchaser shall have the right to name, by notice in writing to the Vendor (the “Purchaser Notice”) within (x) in the case of any Proposed Sale prior to the second anniversary of the Closing Date, 15 calendar days following delivery of the Proposed Sale Notice, and (y) in the case of any Proposed Sale on or after the second anniversary of the Closing Date but before the third anniversary of the Closing Date, five calendar days following delivery of the Proposed Sale Notice (the “Proposed Sale Period”), one or more purchasers (each a “Private Purchaser”) who shall not be (X) a direct competitor of the Vendor or its Affiliates, or (Y) a Person to whom the Vendor or its Affiliates are prohibited by Law from transacting with, and be capable of closing, and willing to close, the Proposed Sale within ten Business Days of the receipt of the Purchaser Notice by the Vendor on the terms and conditions contained in the Proposed Sale Notice;‌ (iii) if a Purchaser Notice is acquiring such CONSIDERATION SHARESdelivered by the Purchaser and the requirements set out in subparagraph (ii) are satisfied, the Vendor shall be required to complete the Proposed Sale with the Private Purchaser(s) on the terms and conditions contained in the Proposed Sale Notice.‌ (iv) If the Purchaser fails to identify a Private Purchaser within the Proposed Sale Period, the requirements of Section 7.18(c)(ii) are otherwise not satisfied or the sale or transfer specified in Section 7.18(c)(iii) is not a U.S. personcompleted within the ten Business Day period, then the Vendor may sell, transfer or assign the Consideration Shares that such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account were the subject of the applicable Proposed Sale Notice on the same terms as set out in the Proposed Sale Notice, provided that if the Vendor does not complete the Proposed Sale (or an account over which he or she has investment discretionalternative disposition transaction) within 60 days of the date of the Proposed Sale Notice, the provisions of this Section 7.18(c) shall again apply. (d) The restrictions in this Section 7.18 will not apply: (x) in respect of any transactions between the Vendor and an Affiliate, provided that prior to any such transferee is knowledgeable of and transfers to any Affiliate, the Affiliate agrees in writing to be bound by the restrictions on re-sale set forth covenants contained in this Agreement and REGULATION S during Section 7.18; or (y) to transfers pursuant to a bona fide third party take-over bid made to all shareholders of the DISTRIBUTION COMPLIANCE PERIODPurchaser or similar acquisition transaction (including an arrangement, andamalgamation or other corporate transaction) provided that in the event that the take-over bid or acquisition transaction is not completed, any Consideration Shares held by the Vendor shall remain subject to the restrictions contained in this Section 7.18. (ce) a written opinion For greater certainty, the provisions of United States counsel, in form and substance reasonably satisfactory to ENTRUST, to this Section 7.18 expressly survive the effect that the offer, sale and transfer of such CONSIDERATION SHARES are exempt from registration under the SECURITIES ACT. Any CONSIDERATION SHARES offered, sold or transferred during the DISTRIBUTION COMPLIANCE PERIOD in accordance with the foregoing restrictions will continue to be deemed "restricted securities" under Rule 144 of the SECURITIES ACT, notwithstanding that they were acquired in a resale transaction made pursuant to Rules 901 or 904 of REGULATION S.Closing.

Consideration Shares. 7.3.1. The SELLER acknowledges that for a period of one year following the CLOSING (the "DISTRIBUTION COMPLIANCE PERIOD"), the SELLER shall not (a) engage in any activity for The Consideration Shares constitute “restricted securities” under the purpose of, Securities Act and may not be transferred absent registration under the Securities Act or which may reasonably an exemption therefrom. Any such transfer shall be expected subject to have the effect of, conditioning the market in the United States for the CONSIDERATION SHARES or compliance with applicable state securities Laws. (b) unless such CONSIDERATION SHARES are registered under The Seller undertakes not to conduct any short selling, enter into any equity swaps or any similar arrangements having an effect on the SECURITIES ACT price of the Purchaser’s securities on Nasdaq Global Select Market or an exemption any other market place from the registration requirements date of this Agreement until and including the Closing Date. To ensure compliance with the restrictions imposed by this Agreement, the Purchaser may issue appropriate “stop-transfer” instructions to its transfer agent. The Purchaser shall not be required (i) to transfer on its books any Consideration Shares that have been sold or otherwise transferred in violation of any of the SECURITIES ACT is available, offer, sell provisions of this Agreement or transfer the CONSIDERATION SHARES in the United States or to(ii) to treat as owner of such Consideration Shares, or for to accord the account right to vote or benefit ofpay dividends, a U.S. person. The SELLER understands that the CONSIDERATION SHARES to any purchaser or other transferee to whom such Consideration Shares has been purportedly so transferred. (c) Each book-entry security entitlement representing any Consideration Shares (or any interest therein are only transferable on other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event) issued to or held by the books and records of the transfer agent and registrar of ENTRUST. The SELLER further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of the CONSIDERATION SHARES except Seller in accordance with the provisions terms hereof shall bear the following legends (or substantially similar legends, in addition to any other legends required by law, the Purchaser’s Organizational Documents or any other agreement to which the Seller is a party): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” “THE SECURITIES MAY NOT BE USED IN HEDGING TRANSACTIONS UNLESS IN COMPLIANCE WITH THE ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE OR IN ACCORDANCE WITH REGULATION S OF THE ACT.” (d) Notwithstanding the foregoing, and subject to Section 6.13, the Seller may transfer Consideration Shares in a transaction that does not constitute a sale under Rule 144 of REGULATION Sthe Securities Act (i) to an Affiliate of the Seller, (ii) pursuant to registration under the SECURITIES ACT laws of testamentary or pursuant intestate succession or otherwise involuntarily transferred by operation of law, or (iii) if the Seller is a partnership, corporation, or limited liability company, to an available exemption from registrationany one or more partners, stockholders or members thereof; provided, however, that (A) the Seller shall give the Purchaser written notice prior to the time of such transfer stating the name and address of the transferee and identifying the shares being transferred to the transferee, and that ENTRUST may place stop transfer orders with its transfer agent with respect to certificates representing CONSIDERATION SHARES. 7.3.2. Unless (B) if reasonably requested by the CONSIDERATION SHARES shall first have been registered under the SECURITIES ACTPurchaser, any proposed offer, sale or transfer during the DISTRIBUTION COMPLIANCE PERIOD of any of the CONSIDERATION SHARES shall be subject to the condition that the SELLER must deliver to ENTRUST; (a) written certification that neither record nor beneficial ownership of the CONSIDERATION SHARES has been offered or sold in the United States or to, or for the account or benefit of, any U.S. person; (b) a written certification of the proposed transferee that such transferee (or any account for which such transferee is acquiring such CONSIDERATION SHARES) is not a U.S. person, that such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account (or an account over which he or she has investment discretion) and that such transferee is knowledgeable of and agrees to be bound by the restrictions on re-sale set forth shall agree in this Agreement and REGULATION S during the DISTRIBUTION COMPLIANCE PERIOD, and (c) a written opinion of United States counselwriting, in form and substance reasonably satisfactory to ENTRUSTthe Purchaser, to be bound by the effect that the offer, sale and provisions of this Section 2.8. Any such transfer of such CONSIDERATION SHARES are exempt from registration under the SECURITIES ACT. Any CONSIDERATION SHARES offered, sold or transferred during the DISTRIBUTION COMPLIANCE PERIOD in accordance with the foregoing restrictions will continue to be deemed "restricted securities" under Rule 144 of the SECURITIES ACT, notwithstanding that they were acquired in a resale transaction made shares pursuant to Rules 901 or 904 this Section 2.8(d) is referred to as a “Permitted Transfer,” and any such transferee of REGULATION S.shares pursuant to this Section 2.8(d) is referred to herein as a “Permitted Transferee.”

Consideration Shares. 7.3.1. 7.3.1 The SELLER acknowledges that for a period of one year following the CLOSING (the "DISTRIBUTION COMPLIANCE PERIOD"), the SELLER shall not (a) -30- Share Purchase Agreement -------------------------------------------------------------------------------- engage in any activity for the purpose of, or which may reasonably be expected to have the effect of, conditioning the market in the United States for the CONSIDERATION SHARES or (b) unless such CONSIDERATION SHARES are registered under the SECURITIES ACT or an exemption from the registration requirements of the SECURITIES ACT is available, offer, sell or transfer the CONSIDERATION SHARES in the United States or to, or for the account or benefit of, a U.S. person. The SELLER understands that the CONSIDERATION SHARES or any interest therein are only transferable on the books and records of the transfer agent and registrar of ENTRUST. The SELLER further understands that neither ENTRUST nor its transfer agent and registrar will register any transfer of the CONSIDERATION SHARES except in accordance with the provisions of REGULATION S, pursuant to registration under the SECURITIES ACT or pursuant to an available exemption from registration, and that ENTRUST may place stop transfer orders with its transfer agent with respect to certificates representing CONSIDERATION SHARES. 7.3.2. 7.3.2 Unless the CONSIDERATION SHARES shall first have been registered under the SECURITIES ACT, any proposed offer, sale or transfer during the DISTRIBUTION COMPLIANCE PERIOD of any of the CONSIDERATION SHARES shall be subject to the condition that the SELLER must deliver to ENTRUST; (a) a written certification that neither record nor beneficial ownership of the CONSIDERATION SHARES has been offered or sold in the United States or to, or for the account or benefit of, any U.S. person; (b) a written certification of the proposed transferee that such transferee (or any account for which such transferee is acquiring such CONSIDERATION SHARES) is not a U.S. person, that such transferee is acquiring such CONSIDERATION SHARES for such transferee's own account (or an account over which he or she has investment discretion) and that such transferee is knowledgeable of and agrees to be bound by the restrictions on re-sale set forth in this Agreement and REGULATION S during the DISTRIBUTION COMPLIANCE PERIOD, and (c) a written opinion of United States counsel, in form and substance reasonably satisfactory to ENTRUST, to the effect that the offer, sale and transfer of such CONSIDERATION SHARES are exempt from registration under the SECURITIES ACT. Any CONSIDERATION SHARES offered, sold or transferred during the DISTRIBUTION COMPLIANCE PERIOD in accordance with the foregoing restrictions will continue to be deemed "restricted securities" under Rule 144 of the SECURITIES ACT, notwithstanding that they were acquired in a resale transaction made pursuant to Rules 901 or 904 of REGULATION S.S. -31- Share Purchase Agreement --------------------------------------------------------------------------------